VSee Health：2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorterperiod that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) duringthe preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☐Acceleratedfiler☐Non-accelerated filer☒Smallerreportingcompany☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of August 22, 2025, there were16,422,690of the registrant’s common stock outstanding. Explanatory Note VSee Health, Inc. (the “Company,” “we,” or “us”) is filing this comprehensive annual report on Form10-K for the fiscal years ended December 31, 2024 and 2023 (the “Comprehensive Form 10-K”).This Comprehensive Form 10-K contains our audited financial statements for the fiscal year endedDecember 31, 2024, as well as restatement of the following previously filed periods: (i) our auditedconsolidated financial statements for the fiscal year ended December 31, 2023; (ii) our unauditedconsolidated financial statements covering the quarterly reporting periods of March 31, 2023, June30, 2023 and September 30, 2023 during fiscal year 2023 as well as March 31, 2024, June 30, 2024,and September 30, 2024 during fiscal year 2024. The Company also identified certain errors in therecognition and measurement of transactions as of the business combination date (June 24, 2024). Restatement Background In connection with the preparation of the Company’s Annual Report on Form 10-K for the fiscalyear ended December 31, 2024, the Company identified certain errors with the recognition andmeasurement of accrued expenses and the proper cutoff of revenue transactions in the financialstatements of VSee Lab, Inc., a Delaware corporation (“VSee Lab”), as of January 1, 2023 andDecember 31, 2023 and for the year ended December 31, 2023, as well as each of the periods endedMarch 31, June 30, and September 30, 2023. TheAudit Committee of the Board of Directors (the “Audit Committee”) and the Board ofDirectors of theCompany, after discussion with the Company’s independent registered publicaccountants,determined that such errors were material to the previously issued consolidated financialstatements of VSee Lab as of and for the fiscal year ended December 31, 2023 (on a standalone basis,prior to the closing of the Company’s initial business combination) (“Prior Financial Statements”)and that the Prior Financial Statements should no longer be relied upon due to such errors. In addition, the errors within the Prior Financial Statements were material to the financialstatements included in the Company’s Quarterly Reports on Form 10-Q for the quarterly periodsended June 30, 2024 and September 30, 2024, as well as the unaudited pro forma combinedconsolidated financial statements for the periods ended March 31, 2023, June 30, 2023, September30, 2023, and March 31, 2024 as filed in the Rule 424(b)(3) Prospectus (collectively, the “PriorInterim Financial S